Founders Law
3 Experts
5 Contributions by Founders Law Experts
PRACTICE NOTES
Blockchain
Blockchain has surged into mainstream awareness, propelled by the meteoric rise of cryptocurrencies and a buoyant global fintech industry, with regulators across the world running or completing numerous consultations and discussions. Though blockchain and related technologies remain comparatively young, substantial investment has been directed at unlocking efficiencies and capturing the novel business models they are expected to enable. To date, attention has largely centred on technical and commercial considerations. However, for blockchain to realise its full potential it must navigate both new and existing legal and regulatory landscapes in which it will operate. The breadth of possible use cases, together with the current stage of evolution of this technology, means this Practice Note is, by necessity, a roadmap for understanding the key legal and regulatory issues that typically arise in connection with blockchain technology, rather than a set of definitive answers. The precise
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PRACTICE NOTES
This Practice Note
It sets out what a smart legal contract (often called a smart contract) is, both as a technological tool and as a binding legal device, and summarises the Law Commission’s guidance to the UK government, which found that the existing UK legal framework can enable and underpin the use of smart legal contracts. It outlines the legal concepts relevant to contract formation, form, formalities and interpretation under UK law, and contrasts their conventional application with how, according to the Law Commission, they might apply to the principal categories of smart legal contract. The Practice Note covers: • What is a smart legal contract? • Distributed ledger technology (DLT) • Enforceability under UK law • The formation of smart legal contracts • Agreement (including offer and acceptance) • Consideration • Certainty and completeness • Intention to create legal relations •
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PRACTICE NOTES
This Practice Note explores the principal legal and commercial considerations that may surface in a business-to-business setting when drafting and negotiating warranties and indemnities for both standard and off-the-shelf software licences, as well as more intricate arrangements. For guidance on other core matters affecting software licences, including limitations on liability linked to warranty or indemnity claims, see Practice Note: Key issues in software licence agreements. See also the following materials on dispute resolution:
Pre-action: general—overview
Starting a claim or counterclaim—overview
Contractual breach damages and remedies—overview
For warranties and indemnities within cloud models, including software as a service (SaaS), see Practice Note: Cloud computing—key legal issues.
Warranties
A warranty is a contractual promise (see Bentsen v Taylor & Sons). In most commercial agreements, including software licences, warranties are assurances that specific facts or states of affairs are accurate, but they can also be
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PRECEDENTS
PLEASE READ THE TERMS OF THIS LICENCE CAREFULLY
This legally enforceable agreement is between you (the ‘Licensee’) and us (‘[ INSERT LICENSOR COMPANY NAME ]’, ‘Licensor’, ‘we’ or ‘us’). It grants you a licence (the ‘Licence’) for the [ INSERT NAME OF SOFTWARE (INCLUDING THE VERSION AND LATEST RELEASE NUMBER AND A BRIEF DESCRIPTION IF REQUIRED) ], together with any complimentary Updates, Upgrades, patches, fixes or workarounds issued by the Licensor under this Licence, and all related data, media or documents (collectively, the ‘Software’). For clarity, this Licence does not constitute a sale of the Software; we remain the sole and beneficial owners of the Software at all times. BY SELECTING ‘ACCEPT’ AT THE CONCLUSION OF THIS LICENCE, YOU CONFIRM THAT YOU AGREE TO THE TERMS BELOW, WHICH WILL BIND YOU AND ANY AUTHORISED LICENSEES WHEN ACCESSING, DOWNLOADING OR USING THE SOFTWARE. PLEASE PAY
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PRECEDENTS
PLEASE READ THE TERMS AND CONDITIONS BELOW CAREFULLY
This is a legally binding contract (‘Agreement’) between you (‘User’ or ‘you’) and [ NAME OF SUPPLIER ], whose registered address is [ ADDRESS OF SUPPLIER ] (‘Supplier’, ‘us’ or ‘we’). Under this Agreement, we will provide you with [ NAME OF SOFTWARE AND VERSION ], covering all content, materials, or services available within the software, together with updates and upgrades to the software from time to time (unless we require a separate agreement to be entered into for those updates and upgrades) (‘the Software’), as well as all related documentation and support resources (‘the Documentation’). This Agreement does not sell the Software to you; instead, it grants you a licence permitting use of the Software and the Documentation subject to the terms and conditions set out below. As a result, you do not own the
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